UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement Under
Section 14(d) (4) of the Securities Exchange Act of 1934
Landmark Financial Corp.
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(Name of Subject Company)
Landmark Financial Corp.
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(Name of Person Filing Statement)
Common Stock, Par Value $.10 per share
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(Title of Class of Securities)
514914100
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(CUSIP Number of Class of Securities)
Gordon E. Coleman
President and Chief Executive Officer
Landmark Financial Corp.
211 Erie Boulevard
Canajoharie, New York 13317
(518) 673-2012
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(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on behalf of the
person filing this statement)
Copy to:
Alan Schick, Esq.
Luse Lehman Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W.
Suite 400
Washington, D.C. 20015
(202) 274-2000
[ ] Check this box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
The subject company restates the information previously contained in Items
1-8 of this Schedule 14D-9. This Amendment is being filed in order to file a
press release issued on June 1, 2000.
<PAGE>
Item 9. Exhibits
(A)(1) Disclosure document dated May 23, 2000 (previously filed).
(A)(2) Press Release dated June 1, 2000.
(E)(1) Agreement and Plan of Merger (incorporated by reference to Current
Report on Form 8-K, filed via EDGAR on March 3, 2000. Landmark's
Commission File Number is 0-22951.)
(E)(2) Definitive Proxy Statement for Annual Meeting of Stockholders
(incorporated by reference and filed via EDGAR on June 11, 1999).
<PAGE>
Signature. After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Gordon E. Coleman
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Signature
Gordon E. Coleman, President and Chief Executive Officer
June 1, 2000
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Date
<PAGE>
EXHIBIT (A) 2
<PAGE>
LANDMARK FINANCIAL CORP.
TRUSTCO BANK CORP NY
[LMFC Logo] [Trustco Logo]
Thursday, June 1, 2000
News Release
Contact: Landmark Financial Corp TrustCo Bank Corp NY
Gordon E. Coleman William F. Terry
President & CEO Secretary
518-673-2012 518-381-3611
FOR IMMEDIATE RELEASE
TEMPORARY RESTRAINING ORDER IS DISSOLVED AND
PRELIMINARY INJUNCTION REQUEST IS DENIED ALLOWING
STOCKHOLDER VOTE TO BE SCHEDULED ON
TRUSTCO-LANDMARK MERGER
Canajoharie, NY and Schenectady, NY June 1, 2000
Gordon E. Coleman, Chief Executive Officer of Landmark Financial
Corporation- (NASDAQ OTC:BB LMFC) and Robert A. McCormick, Chief Executive
Officer of TrustCo Bank Corp NY (NASDAQ National Market TRST) today announced
that New York State Supreme Court Justice Robert P. Best, sitting in Fonda.
Montgomery County, yesterday signed an order dissolving the Temporary
Restraining Order entered on April 17, 2000. The Temporary Restraining Order
prohibited Landmark from taking steps to hold a special meeting of stockholders
for the purpose of considering and voting upon an Agreement and Plan of Merger
with TrustCo Bank. Judge Best also denied a request for a Preliminary Injunction
made the same day by Charles F. Cefalu and Private Mortgage Investment Services,
Inc. As a result Landmark Financial Corporation can now proceed to schedule a
stockholder meeting (anticipated to take place in mid to late July) to allow
Landmark stockholders to vote on the pending merger agreement pursuant to which
TrustCo has agreed to acquire all of the outstanding stock of Landmark for $21
per share.
"We are gratified that Judge Best has agreed that the Temporary Restraining
Order no longer serves a purpose"., said Mr. Coleman., "and we look forward to
giving our stockholders an opportunity to vote an the pending merger agreement"
"TrustCo is very pleased that it can now move forward to the next step of
the acquisition process", stated Mr. McCormick.
Landmark Financial Corporation, with assets of S26 million, operates an
office in Canajoharie, NY. TrustCo, with assets of $2.4 billion, presently has
53 locations in nine counties in the Capital Region of New York State.
